Assignor’s Indemnity. Assignor hereby agrees to indemnify, protect, defend and hold Assignee harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or resulting from any breach or default by Assignor under the terms of the Leases and Contracts arising prior to the Effective Date.
Assignor’s Indemnity. Assignor hereby covenants and agrees upon demand of Assignee to pay and assume liability for, and indemnify, protect, defend, save and keep harmless Assignee and each of its Affiliates and in each such case their respective directors, officers, employees and agents (the "Assignee Indemnitees"), on an After-Tax Basis, from and against any and all Damages which may at any time or from time to time be imposed upon, incurred by or asserted against any of the Assignee Indemnitees in any way relating directly or indirectly to, or arising out of, (i) any inaccuracy or breach of any representation or warranty made by Assignor under this Agreement or any Ancillary Agreement to which it is a party, (ii) the ownership, leasing, use or operation of any Transferred Interest prior to the Effective Time applicable to such Transferred Interest including, without limitation, any obligations relating to the Trust Estate, any of the Operative Agreements or any of the Receivable Agreements relating to such Transferred Interest which arise from acts, omissions, events or circumstances occurring or accruing prior to the Effective Time with respect to such Transferred Interest, but not including any Assumed Liabilities, (iii) the failure of Assignor to perform or observe any of its obligations under this Agreement or any Ancillary Agreement to which it is a party, (iv) any litigation, claim or action brought by a limited partner of Assignor against any Assignee Indemnitee to the extent such litigation, claim or action directly arises out of and relates to the transactions contemplated by this Agreement other than to the extent any litigation, claim or action relates directly or indirectly to, or arises out of, the breach by such Assignee Indemnitee of the terms of this Agreement or any Ancillary Agreement or (v) any Liens set forth on Schedule 5(h) hereto; provided that (a) Assignor shall not be liable for any Damages to the extent that Assignee has a recovery available to it under any insurance policy which was in effect on or prior to the applicable Effective Time; (b) Assignor shall not be liable for any Damages attributable to the gross negligence or willful misconduct of Assignee or its Affiliates; and (c) Assignor shall not be liable for any Damages in excess of the Purchase Price. Notwithstanding the foregoing, Assignor shall be liable pursuant to this Section 13(c) only to the extent that the aggregate cumulative Damages incurred by the Assignee Indemnitees which are req...
Assignor’s Indemnity. Subject to Section 8.6, ASSIGNOR shall RELEASE, INDEMNIFY, DEFEND AND HOLD ASSIGNEE HARMLESS from and against any and all Claims caused by, resulting from or incidental to:
Assignor’s Indemnity. Assignor shall indemnify, defend, protect and hold harmless Assignee from and against any and all losses, costs (including, without limitation, reasonable attorneys’ fees), claims, liabilities and damages (collectively, “Claims”) arising from or relating to (i) the Premises and/or the Lease which Claims shall have accrued prior to the Effective Date, (ii) any event or condition that shall have occurred or existed on or with respect to the Lease and/or the Premises prior to the Effective Date, and (iii) Assignor’s breach of any of its representations or warranties under this Assignment and/or any obligations on Assignor’s part to be performed under the Lease. The provisions of this paragraph shall survive the expiration or termination of the Lease and this Assignment.
Assignor’s Indemnity. The Assignor agrees to indemnify and keep indemnified the Assignee from all liabilities, claims and demands whatsoever arising out of or in connection with the Timber Sale Agreement concerning acts or omissions which occurred prior to the Assignment Date.
Assignor’s Indemnity. Assign hereby covenants and agrees upon demand of Assignee to pay and assume liability for, and indemnify, protect, defend, save and keep harmless Assignee, on an after-tax basis, from and against any and all liabilities, taxes, fees, duties, charges, withholdings, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against Assignee or any of its Affiliates, successors, agents, servants, representatives, directors or officers in any way relating to, resulting from or arising out of (i) any inaccuracy or breach of any representation or warranty made by Assignor under this Agreement or the Assignment and Assumption Agreement (FAA), (ii) any inaccuracy or breach of any representation or warranty made by Assignor under the Operative Documents in respect of or to the extent attributable to the period prior to the Effective Time on the Closing Date or (iii) any failure by Assignor to have observed or performed any of its obligations under or in connection with the Operative Documents in respect of or to the extent attributable to the period prior to the Effective Time on the Closing Date.
Assignor’s Indemnity. Assignor shall indemnify, defend and hold harmless Assignee and Assignee’s employees, partners, subsidiaries, parents, shareholders, officers, directors, attorneys, agents and affiliates, and their predecessors, successors and assigns, from and against all liabilities, claims, losses, actions, damages, fines, costs, expenses, causes of action and demands against them or any of them arising out of, or in any way connected with, Assignor’s obligations relative to the Other Intangible Property to the extent they first accrue and are applicable to a period before the Effective Date of this Assignment.
Assignor’s Indemnity. The Assignor will indemnify and save harmless the Assignee from and against all actions, suits, demands, losses, costs, charges, expenses, damages and liabilities which the Assignee may, at any time or times, suffer or incur for or by reason or on account of any claims or demands whatsoever arising under, from or out of any breach of the terms, covenants and conditions to be observed and performed by the Assignor under the Sublease which occurred prior to the Assignment.
Assignor’s Indemnity. Assignor hereby indemnifies and holds harmless Assignee from and against any and all claims, losses, liabilities, obligations, damages, costs and expenses (including reasonable attorneys' fees and costs) arising or accruing under the Lease with respect to periods, events or circumstances occurring on or prior to 11:59 p.m. on the date hereof. Section 4. Assignee’s Indemnity. Assignee hereby indemnifies and holds Assignor harmless from and against any and all claims, losses, obligations, liabilities, costs, damages and expenses (including reasonable attorneys' fees and costs) arising or accruing under the Lease
Assignor’s Indemnity. Xx xxxxxxx Assignor and Assignee, Assignor shall be responsible for the performance of all obligations of the lessee under the Lease that accrue prior to the Effective Date, for all liabilities arising from Assignor's or Lessee's use or occupancy of the Premises to the extent arising prior to the Assignment Date and for all- claims, costs, expenses and liabilities relating to Assignor's material breach of any term, condition, covenant or agreement of the Lease to be performed by Assignor or Guarantor prior to the Assignment Date, and Assignor agrees to pro@ defend, indemnify and hold harmless Assignee from any claims, losses, costs or expenses (including reasonable counsel fees) suffered or incurred by Assignee arising out of or resulting from any failure by Assignor or Guarantor to perform. any such obligations, including without limitations the Hazardous Substances obligations of the Lease arising from Assignor's use of any such Hazardous Substances in the Premises. The foregoing indemnification shall include indemnity against all costs, expenses and liabilities reasonably incurred in connection with any such claim or proceeding brought thereon, and the defense thereof, and shall survive the cancellation or termination of this Assignment.
